TMI Blog2016 (3) TMI 1359X X X X Extracts X X X X X X X X Extracts X X X X ..... of a corporation have the power to appoint, by election, Directors of their choice and the power to regulate them by a resolution for their removal. And, an injunction cannot be granted to restrain the holding of a general meeting to remove a director and appoint another. Thus, keeping in view the fact that AGM has already been held, the petitioner is not entitled to any relief - petition dismissed. - W.P.(C) 5939/2015 - - - Dated:- 23-3-2016 - MR MANMOHAN, J. For The Petitioner : Mr. Sanjay Kumar Pathak, Advocate, with Mr. Sunil Kumar Jha, Mr. Kushal, Raj Tater and Ms. Shreya Kasera, Advocates For The Respondents : Mr. Ritim Pal, Advocate with Mr. Vishnu Sharma and Mr. Raghu Chandra, Advocates ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y Law Board, Mumbai. However, the said company petition was dismissed with the observation that the petitioner had approached the Company Law Board with unclean hands. 4. In the present case, the Vacation Judge had refused to grant interim stay of the AGM on the ground that grievance of the petitioner would be taken care of by Section 134(8) of the Companies Act, 2013. 5. I am of the view that principle of corporate democracy requires that meeting of shareholders should normally not be interdicted. I may refer to the following observations of Supreme Court in Life Insurance Corporation of India v. Escorts Ltd. and others, AIR 1986 SC 1370 :- 95. A company is, in some respects, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ected by the conferment of powers on the Directors as Section 31 of the Companies Act provides that an alteration of an article would require a special resolution of the company in general meeting. But a perusal of the provisions of the Companies Act itself makes it clear that in many ways the position of the directorate vis-a-vis the company is more powerful than that of the Government vis-a-vis the Parliament . The strict theory of Parliament sovereignty would not apply by analogy to a company since under the Companies Act, there are many powers exercisable by the Directors with which the members in general meeting cannot interfere. The most they can do is to dismiss the Directorate and appoint others in their place, or alter the articles ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... anies Act, 2013. Such a detailed enquiry cannot be undertaken in writ jurisdiction. 8. At this stage, learned counsel for the petitioner states that since NCLT has not been constituted, petitioner does not have an alternate efficacious remedy. 9. I am of the opinion that till the NCLT becomes functional, jurisdiction of appropriate Company Law Board can be invoked in accordance with law. There is no averment in the writ petition that Company Law Board is not functional. No prayer has also been sought seeking a direction to Company Law Board to decide the petitioner's representation/application/petition. 10. Consequently, present writ petition is dismissed with liberty to petitioner to avai ..... X X X X Extracts X X X X X X X X Extracts X X X X
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